California Corporate & Securities Law

Terminus was the Roman deity in charge of boundaries.  At the end of the old year, Romans would celebrate the festival of Terminalia in his honor.  The English word "terminate" is derived from this ancient god's name.  

Michael Corleone's greatest fear was that he would never be able to escape his life as a mafioso ("Just when I thought I was out, they pull me back in!"). California's greatest fear is that it will not be able to dictate corporate governance...

The California Secretary of State's office recently announced the activation ofa new Uniform Commercial Code Online web portal.  The new portal allows users to "conduct free searches, access free copies, file notices of lien documents, and more".  

In August 2019, I never would have imagined that a banking regulator would be required customers to wear masks. In today's changed world, banking regulators are doing just that. The California Department of Business Oversight in its August monthly...

In 2018, California enacted legislation, SB 826 (Jackson), mandating that publicly held corporations with their principal executive offices in California have a minimum number of female directors.  See California Enacts Novel Female Board Quota...

Yesterday, I pointed out that California Corporations Code Section 315(g) creates a seemingly insurmountable hurdle to obtaining shareholder approval of a loan to an officer or director when that officer or director owns more than 50% of the...

Yesterday's post considered the anomalous workings of California Corporations Code Section 112 with respect to the determination of a quorum when some shares are disqualified from voting with respect to a matter. Section 315(g) presents another...

Six years ago, I kvetched "Why Does Determining A Quorum Have To Be So Complicated?" That particular post concerned the fine points of determining quorums for board meetings. The determination of a quorum for a meeting of shareholders can be equally...

Last month, Cisco Systems, Inc. submitted a no-action letter request to exclude a shareholder proposal submitted by James McRitchie. The fact that Mr. McRitchie has submitted a proposal is by no means newsworthy - he has filed scores this proxy...